Fred S. Robertson
About Fred S. Robertson
Fred S. Robertson, age 75, is a Class I independent director of Stellar Bancorp, Inc. (STEL) and a director of Stellar Bank, serving since 2022; he previously served as a director of Allegiance Bancshares beginning in 2011 . He has 30+ years overseeing institutional and retail investments, including fixed income management and quantitative bond models; over the past five years he has focused on managing personal investments . Robertson holds a B.S. from Cornell University and an MBA in Finance from The College of William & Mary . Core credentials: investment management, balance-sheet risk oversight, and compensation governance (Chair, STEL Compensation Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegiance Bancshares, Inc. | Director | 2011–2022 | Brought banking/investment expertise; transitioned to STEL board at merger closing |
| Stellar Bank (subsidiary) | Director | 2022–Present | Chair of the Bank’s Balance Sheet Risk Committee (ALCO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Houston non-profits | Board/Volunteer | Not disclosed | Holds several non-profit board appointments; specific organizations not named in proxy |
Board Governance
- Board class and term: Class I director; term expires at 2026 annual meeting .
- Committee assignments: Chair, Compensation Committee (company); Chair, Bank Balance Sheet Risk Committee (ALCO) .
- Independence: Board determined he is independent under NYSE/SEC rules (only Messrs. Franklin and Retzloff are non-independent) .
- Attendance: Board met 5 times in 2024; all directors except one attended at least 75% of combined board and committee meetings .
- Lead Independent Director: John Beckworth is Lead Independent Director; independent executive sessions held four times in 2024 .
Fixed Compensation
Director pay structure and Robertson’s 2024/2023 compensation.
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard director retainer |
| Lead independent director retainer | $15,000 | Not applicable to Robertson |
| Committee chair/member retainers | $10,000 chair; $7,500 member | Compensation Committee chair eligible for $10,000 |
| Meeting fees (board/committee) | $750 per meeting | Applies to all directors |
| Annual equity (restricted stock) | Target value $60,000; 2,660 shares | Granted June 1, 2024; vests May 1, 2025 |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 84,500 | 60,000 | 1,335 (dividends on vested RS) | 145,835 |
| 2023 | 103,083 | 60,000 | 162 (dividends on unvested RS paid at vesting) | 163,245 |
Performance Compensation
- Directors do not receive performance-based equity or cash; director equity is time-vested restricted stock (annual grant; vesting one year after grant) .
- As Compensation Committee Chair, Robertson oversees executive performance plans; 2024 Annual Incentive Plan metrics and outcomes:
| Metric | Weight | Threshold (0%) | Target (100%) | Maximum (150%) | Actual 2024 |
|---|---|---|---|---|---|
| ROATCE | 50% | 7% | 11.25%–12.25% | 14.0% | 12.00% |
| Pre-tax Pre-provision ROAA | 30% | 1.10% | 1.40%–1.55% | 1.75% | 1.35% |
| NCO/Avg Loans (bps) | 20% | 35 | 25–20 | 5 | 9 |
Payout earned at 102.33% of target for named executive officers in 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Robertson .
- Private/non-profit boards: Several non-profit engagements in Houston (not itemized) .
- Interlocks: None disclosed; Compensation Committee Interlocks section reports no interlocking relationships among committee members or executives .
Expertise & Qualifications
- Education: B.S., Cornell University; MBA (Finance), College of William & Mary .
- Technical/industry expertise: Fixed income portfolio management; quantitative modeling; bank balance-sheet risk oversight (ALCO chair); compensation governance .
- Board qualifications: Financial/investment expertise; leadership; risk oversight .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| Fred S. Robertson (beneficial) | 98,231 | IRA 18,084; Robertson Family Trust 77,487; restricted stock 2,660 |
| Ownership % of outstanding | <1% | Marked “*” (does not exceed 1.00%) |
| Unvested restricted stock | 2,660 | Director grant June 1, 2024; vests May 1, 2025 |
| Pledged shares | None disclosed | No pledges noted for Robertson; company policy discourages pledging with pre-approval |
Stock ownership guidelines: Non-employee directors must hold ≥5x cash retainer; Post-vest one-year holding policy adopted Feb. 2025 . With 98,231 shares and a record-date market price of $27.91, indicative value ≈ $2.74 million, exceeding the $200,000 guideline (5 × $40,000 retainer) .
Governance Assessment
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Strengths:
- Independent director with deep investment and risk oversight experience; Chairs Compensation Committee and Bank ALCO, aligning board oversight of pay and balance-sheet risk .
- Board governance enhancements in 2025: declassification proposal, director resignation policy, shareholder rights to call special meetings (25%), and adoption of stock ownership guidelines/post-vest holding—positive for investor alignment .
- Shareholder engagement: outreach to top holders; feedback incorporated; strong say-on-pay support (96.5% in 2024; 92.3% in 2023) .
-
Watch items / RED FLAGS:
- Company permits pledging with oversight; several other directors have pledged shares (e.g., Penland, Vitulli, Williams), which can introduce risk; Robertson has no pledges disclosed .
- Attendance disclosure is aggregated (“all except one” ≥75%); individual attendance not specified—continued monitoring advisable .
Say-on-Pay & Shareholder Feedback
- Advisory vote approvals: 96.5% (2024), 92.3% (2023) .
- Engagement outcomes: governance changes (declassification, resignation policy, shareholder bylaw amendment rights; adoption of stock ownership and holding policies) following outreach to investors representing 34% of outstanding shares .
Compensation Committee Analysis
- Composition: 2025 members—Robertson (Chair), Jon-Al Duplantier, Michael A. Havard, John E. Williams, Jr.; six meetings in 2024 .
- Independent advisors: NFP Compensation Consulting engaged in 2024 (<$120k; no conflicts) and Aon Human Capital Solutions engaged September 2024 ($363,664 executive/board services; independence assessed and confirmed) .
- Responsibilities: CEO/NEO pay-setting; incentive plan design and performance metrics; equity plan administration; director pay; succession planning; Dodd-Frank clawback compliance .
- Executive program design signals: Multi-metric annual incentive (ROATCE, PTPP ROAA, NCO/Avg Loans) and TSR-based PSUs; stock ownership and post-vest holding policies enhance alignment .
Related Party Transactions
- The Bank engages in ordinary-course transactions (including loans) with officers/directors and affiliates on market terms, subject to Regulation O and Sections 23A/23B; related person transactions require Audit Committee review under policy .
Performance & Track Record
- Company performance highlights (context for compensation oversight): 2024 net income $115.0M, diluted EPS $2.15; ROAA 1.08%; ROE 7.34%; return on average tangible equity 11.91%; capital ratios improved; dividend increased . The committee cited pay-for-performance design and risk review (no excessive risk-taking) .